Item 7.01 Regulation FD Disclosure.
On July 21, 2022, Corcentric, Inc., a Delaware corporation ("Corcentric"),
issued a press release announcing its financial results for its first quarter
ended March 31, 2022. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Attached hereto as Exhibit 99.2 and incorporated herein by reference is an
investor presentation, which was prepared by Corcentric and North Mountain
Merger Corp. ("North Mountain") in connection with Corcentric's earnings
release.
The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to
be filed for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any
filing under the Securities Act or the Exchange Act.
FORWARD-LOOKING STATEMENTS
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the transaction (the
"Transaction") among North Mountain, North Mountain Merger Sub Inc., North
Mountain Merger Sub II and Corcentric, the estimated or anticipated future
results and benefits of the combined company following the Transaction,
including the likelihood and ability of the parties to successfully consummate
the Transaction, future opportunities for the combined company (including, but
not limited to, actual revenue generated from new or existing customer
contracts), and other statements that are not historical facts. These statements
are based on the current expectations of North Mountain's and Corcentric's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on, by any investor as a guarantee, an
assurance, a prediction, or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are beyond the
control of North Mountain and Corcentric. These statements are subject to a
number of risks and uncertainties regarding Corcentric's businesses and the
Transaction, and actual results may differ materially. These risks and
uncertainties include, but are not limited to, ability to meet the closing
conditions to the Transaction, including approval by stockholders of North
Mountain and Corcentric on the expected terms and schedule and the risk that
regulatory approvals required for the Transaction are not obtained or are
obtained subject to conditions that are not anticipated; delay in closing the
Transaction; failure to realize the benefits expected from the proposed
Transaction; a decline in the price of our securities following the Transaction
if it fails to meet the expectations of investors or securities analysts; the
amount of redemption requests made by North Mountain's public stockholders; the
ability of North Mountain or the combined company to issue equity or
equity-linked securities in connection with the Transaction or in the future;
the effects of pending and future legislation; risks related to disruption of
management time from ongoing business operations due to the proposed
Transaction; business disruption following the Transaction; risks related to the
impact of the COVID-19 pandemic on the financial condition and results of
operations of North Mountain and Corcentric; risks related to North Mountain's
or Corcentric's indebtedness; other consequences associated with mergers,
acquisitions, and divestitures and legislative and regulatory actions and
reforms; Corcentric's ability to maintain its current rate of growth; adjusting
Corcentric's cost structure to quickly reflect changes in revenues; maintenance
and renewal of customer contracts and subscriptions; competition in the software
and payments solutions industries; Corcentric's ability to raise additional
capital; reliance on Corcentric's relationships with service providers and
suppliers; the successful integration of potential targets, products, or
technologies; Corcentric's ability to improve its operational, financial, and
management controls; Corcentric's failure to offer high-quality customer
support; Corcentric's ability to maintain its revenues and margins while
offering discounts for its private commerce network buyers and suppliers;
Corcentric's failure to maintain and enhance awareness of its brand;
Corcentric's failure to maintain contracts with private commerce network
solutions buyers and suppliers; increased costs associated with being a public
company; the unpredictable sales cycles of Corcentric's end markets; risks
associated with Corcentric's brokerage activities as sellers of capital
equipment; cybersecurity incidents; ability to prevent fraudulent activities by
Corcentric's customers, employees, or other third parties; potential
interruptions or delays in third-party services; protection of proprietary
rights; intellectual property infringement, data protection, and other losses;
compliance with federal, state, and local laws as well as statutory and
regulatory requirements; risks of implementing controls and procedures required
for public companies following the Transaction; and the ability of Corcentric or
the combined company to issue equity or equity-linked securities with the
proposed Transaction or in the future; and those factors discussed in North
Mountain's Form 10-K for the year ended December 31, 2021, under Risk Factors
in Part I, Item 1A and other documents of North Mountain filed, or to be filed,
with the Securities and Exchange Commission (the "SEC").
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If any of these risks materialize or if assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that North Mountain or
Corcentric presently do not know or that North Mountain or Corcentric currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements provide North Mountain's and Corcentric's expectations, plans, or
forecasts of future events and views as of the date of this communication. North
Mountain and Corcentric anticipate that subsequent events and developments will
cause their assessments to change. However, while North Mountain or Corcentric
may elect to update these forward-looking statements at some point in the
future, North Mountain and Corcentric specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as representing
North Mountain's or Corcentric's assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the contemplated Transaction, North Mountain has filed a
preliminary registration statement on Form S-4 (the "Registration Statement"),
which included a proxy statement/prospectus, with the SEC. A definitive proxy
statement/final prospectus will also be sent to the stockholders of North
Mountain, seeking any required stockholder approval. This communication is not a
substitute for the definitive proxy statement/final prospectus, or any other
document that North Mountain will send to its stockholders. Before making any
voting or investment decision, investors and security holders of North Mountain
are urged to carefully read the entire Registration Statement and proxy
statement/prospectus, and any other relevant documents filed with the SEC as
well as any amendments or supplements to these documents because they will
contain important information about Corcentric, North Mountain and the proposed
Transaction. Stockholders will also be able to obtain copies of such documents,
without charge, at the SEC's website located at www.sec.gov. In addition, the
documents filed by North Mountain may be obtained free of charge from North
Mountain at www.nmmergercorp.com. Alternatively, these documents can be obtained
free of charge from North Mountain upon written request to North Mountain Merger
Corp., 767 Fifth Avenue, 9th Floor, New York, NY, 10153, ATTN: Secretary, or by
calling (646) 446-2700. The information contained on, or that may be accessed
through, the websites referenced in this communication is not incorporated by
reference into, and is not a part of, this communication.
PARTICIPANTS IN THE SOLICITATION
North Mountain, North Mountain's sponsor, Corcentric and certain of their
respective directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of North Mountain, in
connection with the proposed Transaction. Information regarding North Mountain's
directors and executive officers is contained in North Mountain's Annual Report
on Form 10-K for the year ended December 31, 2021, which is filed with the SEC.
Additional information regarding the interests of those participants, the
directors and executive officers of Corcentric and other persons who may be
deemed participants in the Transaction may be obtained by reading the
Registration Statement and the proxy statement/prospectus and other relevant
documents filed with the SEC. Free copies of these documents may be obtained as
described above.
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NO OFFER OR SOLICITATION
This communication is for informational purposes only and shall not constitute a
proxy statement or solicitation of a proxy, consent, or authorization with
respect to any securities or in respect of the proposed Transaction. This
communication shall also not constitute an offer to sell or a solicitation of an
offer to buy any securities, nor shall there be any sale, issuance, or transfer
of securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Earnings Release of Corcentric, dated July 21, 2022.
99.2 Investor Presentation of North Mountain and Corcentric, dated July 2022.
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